We are strong and resilient. We are 'One Imperial'. We are beyond possibility - Unaudited interim results
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We are strong and resilient. We are ‘One Imperial’. We are beyond possibility. Unaudited interim results for the six months ended 31 December 2020
Contents Imperial is an African focused provider of 2 Group key features integrated market access and logistics 4 Results overview 5 Investment case solutions, with a focus on the following 5 Impact and response to COVID-19 key industries — healthcare, consumer, 6 Divisional performance 6 Market Access automotive, chemicals, industrial and 8 Logistics Africa commodities. We take our clients and 10 Logistics International 12 Group financial performance principals’ products to some of the 17 Strategy fastest growing and most challenging 21 Acquisitions and partnerships 21 Disposals markets in the world. Ranked among the 22 Key industry trends 24 Directorate and executive management top 30 global logistics providers and listed on the JSE in South Africa, we seek changes 24 Prospects 25 Declaration of interim ordinary dividend out and leverage new technology to 26 Condensed consolidated statement of profit or loss deliver innovative, end-to-end solutions. 27 Condensed consolidated statement of comprehensive income Through our significant African footprint 28 Earnings per share information and international expertise, and with the 29 Condensed consolidated statement of financial position support of our 25 000 people, Imperial’s 30 Condensed consolidated statement of changes in equity purpose is connecting Africa and the 31 Condensed consolidated statement of cash flows world — and improving people’s lives with 32 Notes to the condensed consolidated financial statements access to quality products and services. 37 Segmental information 39 Glossary of terms IBC Corporate information www.imperiallogistics.com IMPERIAL LOGISTICS LIMITED (Incorporated in the Republic of South Africa) Registration number: 1946/021048/06 ISIN: ZAE000067211 Share code: IPL (Imperial or company or group)
“We take our clients and principals’ products to some of the fastest growing and most challenging markets in the world.” Imperial Logistics Limited Unaudited results for the six months ended 31 December 2020 1
Group key features Divisional revenue December 2020 Revenue* EBITDA* 31% p15% q2% 41% to R26 360 million to R2 551 million (H1 F2020: R22 955 million) (H1 F2020: R2 594 million) 28% December 2019 Operating profit* q18% 39% 37% to R1 201 million (H1 F2020: R1 463 million) 24% Logistics Africa | Market Access | Logistics International Divisional Total HEPS operating profit Total EPS December 2020 q3% p96% to 185 cents to 437 cents 28% per share per share 38% 34% Continuing core EPS** December 2019 q39% 24% to 235 cents 42% per share 34% Logistics Africa | Market Access | Logistics International * Excludes the discontinued European shipping business in the current and prior period, and CPG in the prior period. ** Headline earnings are adjusted by items that are not considered to be of a trading nature to arrive at core EPS. Core EPS is not an IFRS requirement and a reconciliation with EPS and HEPS is included on page 13. 2 Imperial Unaudited results for the six months ended 31 December 2020
Total group — continuing operations Strong free cash inflow Continuing free cash from continuing operations conversion of Revenue* excluding CPG of 90% Rm 21 765 22 496 26 197 R671 million (H1 F2020: 76%) (H1 F2020: R54 million outflow) Year 18 19 20 Net debt:EBITDA of Operating profit* Rm 1,8x 1 327 1 480 1 251 (H1 F2020: 2,0) — well within banking covenants of 3,25x Year 18 19 20 Interim cash Headline earnings per share dividend of Cents 337 315 180 83 cents per share declared Year 18 19 20 Concluded disposal of Total assets Rm the European shipping 40 574 34 924 32 498 business for proceeds of R3 440 million Year 18 19 20 * Excluding businesses held for sale, head office and eliminations. Imperial unaudited results for the six months ended 31 December 2020 3
Results overview 1. In extraordinary and challenging trading conditions, 11. Strategic acquisitions of R120 million were concluded exacerbated by the COVID-19 pandemic, Imperial during the period. increased revenue from continuing operations, generated 12. The disposal of the loss-making business, Pharmed, was strong free cash flow, maintained a strong balance sheet, successfully concluded during the period. stringently managed costs and recorded significant 13. Net working capital of R1 006 million improved by 53% progress against its strategy. compared to R2 123 million at December 2019 and is in 2. Excluding businesses held for sale, revenue grew by 16% line with guidance of 4% to 5% of revenue. from R22 471 million to R26 005 million, supported by 14. Net capital expenditure (capex) of R269 million from new business gains and acquisitions, despite the decline continuing operations decreased from R623 million and in trading volumes resulting from the impact of COVID-19 was significantly lower than depreciation (excluding right- on operations. of-use assets). The results from implementing more 3. Continuing EBITDA, excluding businesses held for sale, effective and efficient fleet management technology and decreased marginally by 1% from R2 581 million to disciplines across Logistics Africa contributed to this R2 562 million. decline. 4. Continuing operating profit, excluding businesses held 15. Net debt (excluding lease obligations) of R5,5 billion for sale, declined 16% from R1 481 million to decreased by 25% compared to December 2019 due to R1 249 million. This was largely due to the impact of effective working capital and capex management, strong COVID-19 lockdown restrictions; subsequent impact on cash flow generation and the receipt of proceeds from the trading volumes in certain sectors across the business; disposal of the European shipping business. A summary associated once-off costs; and investment in people, of the movements is provided in the group financial structure, processes and systems to support strategic performance section. growth and future efficiency in line with our ‘One Imperial’ 16. Free cash flow (post maintenance capex, repayment of and ‘Gateway to Africa’ strategy. lease obligations and excluding discontinued operations 5. Continuing HEPS declined by 43% to 180 cents per share and CPG) increased to an inflow of R671 million from a versus a decline of 39% in core EPS of 235 cents per free cash outflow of R54 million for the six months ended share — which adjusts headline earnings for items that 31 December 2019. are once-off and not of a trading nature. We have 17. Our cash and liquidity position remains strong with re-introduced core EPS as management believes it is a R13,7 billion of available facilities and cash, of which more accurate reflection of Imperial’s trading c.R11,9 billion is committed banking facilities. performance. Please see full reconciliation of headline 18. ROIC of 4,1% (H1 F2020: 8,2%) versus WACC of 7,5% earnings to core headlines earnings on page 13. (H1 F2020: 8,0%). The depressed ROIC was due to lower 6. A strong recovery in volumes and profitability was returns in H2 F2020 over a rolling 12-month basis, recorded in the first half of 2021 compared to H2 F2020. impacted by COVID-19. 7. Continuing operating margin declined from 6,4% in the 19. Discontinued operations: the European shipping business comparable period to 4,6% in H1 F2021. This is mainly was sold on 31 July 2020 and is classified as a discontinued due to the negative impact of COVID-19 on volumes, operation in these results. The South American shipping margin pressure in the Healthcare business in Nigeria and operation remains part of continuing operations and is in the Healthcare medical supplies and kitting business classified as ‘held for sale’. (Imres), and the impact of a competitive market on 20. Imperial has been reorganised based on the solutions we contract renewals and rates. offer to our clients (our capabilities) and less so on regions. 8. Annualised costs of c.R200 million were removed from As from 1 July 2020, Imperial has operated within two Logistics Africa, the full benefit of which will be realised overarching solutions — market access and logistics, and is from F2022, and will assist in maintaining our competitive categorised into three businesses: Market Access, market positioning. Logistics Africa and Logistics International. The logistics 9. Imperial’s contract renewal rate across its operations on businesses encompass contract logistics and freight existing contracts is strong at c.80%, with a strong pipeline (road, air and ocean, and lead logistics provider (LLP)). of new opportunities. Therefore, primary segmentation for the period and the 10. New business revenue of approximately R6,2 billion per narrative thereof in this report is compiled accordingly, annum was secured on a rolling 12-month basis to the and in line with IFRS reporting. end of December 2020. A material Procter and Gamble (P&G) contract awarded to Imperial’s joint venture (JV) with the Chanrai Summit Group for P&G’s end-to-end distribution and logistics of consumer goods in Nigeria became effective on 1 January 2021. 4 Imperial Logistics Limited Unaudited results for the six months ended 31 December 2020
Investment case > Imperial is focused on generating growth, higher returns and strong free cash flow — supported by a strong balance sheet and sound capital management > Imperial is a purpose-driven organisation focusing on people, profit and planet > We are led by a management team with vast experience, skills and track records > Imperial offers a unique value proposition as the ‘Gateway to Africa’ for clients and principals through integrated market access and logistics solutions in five key industries: healthcare, consumer, chemicals, automotive, industrial and commodities > We have a strong track record and experience in operating and growing in Africa — taking our clients and principals to customers in some of the fastest growing and most challenging markets in the world > We have strong expertise in delivering end-to-end innovative solutions > Operating as ‘One Imperial’, through one brand, one culture, one positioning and selling as one business to leverage cross- selling and upselling opportunities, efficiencies and cost savings > Our unique Market Access business, strong logistics expertise and heightened focus on digital and data are key differentiators > Imperial is a resilient and sustainable business, supported by ongoing delivery against our strategic imperatives > We have solid and longstanding relationships with our multi-national client and principal base > Imperial is committed to paying dividends Impact and response to COVID-19 Imperial plays a critical role in the supply of essential services of COVID-19 has increased compared to the second half of and products in the many countries in which it operates and FY2020 due to ill employees needing to be replaced by we continue to keep the wheels turning so that people can temporary workers and the cost of having a remote workforce. receive medication, food and other essentials. As vaccines Training and development programmes have also been become available, Imperial has set up a task force across our negatively impacted due to the lockdowns. Market Access and Logistics Africa businesses to ensure that we can assist with and facilitate the distribution of these Throughout the COVID-19 pandemic we have maintained a vaccines where opportunities arise. sound financial position, generating cash, tightly managing costs and executing our strategic imperatives to make us Our focus during the pandemic remains first and foremost to resilient for the future. The benefits are reflected in these protect our people and operations from infection. Stringent results. safety and strict access control procedures remain in place and rigorous hygiene, cleaning and disinfecting procedures We also continue to support all our key stakeholders in our continue, with dedicated resources in place to support and countries of operation, strongly demonstrating our purpose as monitor COVID-19 related risks at each operation. Customised a business, which is connecting Africa and the world and staff training and communications aim to heighten awareness improving people’s lives with access to quality products and of risks and preventative measures. While many staff who are services. Some of these initiatives include: not required to be at the operations continue to work from > Providing support and communications to staff and home, different shift systems have been introduced to increase prioritising their safety. social distancing and a two-team model was implemented to > Minimising the financial impact on our people during ensure continuity if a member of the team tests positive for the the pandemic. virus. We have continued to support staff and minimised the > Continuing to achieve high service levels with key financial burden on our people during this period. customers and clients — and, in certain cases, we have put additional capacity in place to assist our clients in Up to the end of December 2020, 844 staff across Imperial’s meeting increased demand. operations tested positive for the virus, most of whom have > Continuing to gain significant material contracts with made a full recovery. Sadly, 13 of our colleagues succumbed existing and new clients across operations. to the virus and we extend our deepest condolences to their > Continuing to service our market access channels where families. The latest wave of infections had a more direct impact possible. on our employees during the period as reflected in an increase > Well-positioned to provide logistics and distribution in sick leave, negatively impacting our operational effectiveness capabilities for COVID-19 vaccines to governments in for the first time and with associated costs. South Africa and other African countries. > Partnering with charity organisations, providing vehicles As reflected in these results, businesses exposed to liquor and and resources to deliver food parcels and other basic tobacco sales in Africa, as well as many of our European needs to communities most impacted by the crisis. operations have seen significant impacts on volumes due to > Over 260 000 patients were screened for COVID-19 continued lockdown restrictions in H1 F2021. The cost impact through Unjani clinics (CSI project). Imperial Logistics Limited Unaudited results for the six months ended 31 December 2020 5
Divisional performance Market Access Our market access business — in which close to 100% of revenue is generated in Africa — is integral to our ‘Gateway to Africa’ and ‘One Imperial’ strategy. Our market access solutions see us taking ownership of inventory and responsibility for the full order-to-cash function. We build complex route-to-market solutions that provide our principals with access to patients and consumers through comprehensive channel strategies that integrate sourcing, sales, distribution and marketing. Our solutions also create opportunities to leverage our freight and contract logistics capabilities. Through our operations in mainly East, West and Southern access player in sub-Saharan Africa continues to stand us in Africa, we are able to provide market access and logistics good stead. This is evident as Market Access recorded revenue services in more than 20 countries on the African continent. growth during the period, supported by good contract gains, Our activities currently focus on two key, defensive industries but at lower margins. — healthcare and consumer. Despite the challenging macro environment, we remain Operating context optimistic about the future of our Market Access business. We The operating environment in most of our markets is have invested in appropriate structures and resources to experiencing continued levels of volatility. The impact of create focused consumer and healthcare teams, which was COVID-19 on the economies of African countries in which we necessary to achieve future strategic ambitions and growth in operate is severe and it is evident that this will continue until these key industries. Recent acquisitions are being successfully vaccines are available and herd immunity is achieved, the integrated and provide cross-selling opportunities. On the timing of which is uncertain. African continent, positive trajectories are expected to continue with regard to consumerism, urbanisation, population Most countries in which we operate reintroduced COVID-19 growth and the strengthening of healthcare systems by restrictions towards the end of the period under review. All governments, which all bode favourably for our Market Access businesses in Market Access are currently in operation and our business. strong position as a leading healthcare and consumer market Operating performance (continuing operations) Market Access results % % HY1 HY1 change on HY2 change on F2021 F2020 HY1 F2020 HY2 Revenue (Rm) 7 415 5 480 35 6 181 20 EBITDA (Rm) 500 566 (12) 286 75 Operating profit (Rm) 422 506 (17) 205 >100 Operating margin (%) 5,7 9,2 3,3 Return on invested capital (%) 11,3 19,2 Weighted average cost of capital (%) 11,9 14,1 Net debt (Rm) 1 830 1 220 50 IFRS 16 lease obligations included above 333 262 27 Net debt excluding IFRS16 lease obligations 1 497 958 56 Net working capital 1 805 1 500 20 Note: Continuing operations excluding businesses held for sale (Pharmed). 6 Imperial Logistics Limited Unaudited results for the six months ended 31 December 2020
The Market Access business grew revenue by 35% mainly due ROIC decreased from 19,2% to 11,3% due to lower profitability to the contribution of new acquisitions and organic growth in H2 F2020 over a COVID-19-impacted rolling 12 months — following the addition of new contracts. Operating profit and is marginally lower than WACC of 11,9%. declined 17% and operating margin was under pressure in certain of our businesses (Nigeria and Imres), decreasing from Competition commission approval for the sale of the Pharmed 9,2% to 5,7%. This was mainly due to the impact of COVID-19 business in South Africa was received in November 2020 and on supply chain costs and procurement of certain product the sale of this business to the Arrie Nel Pharmacy Group was categories. The increase in contribution by the Consumer finalised. The disposal of Pharmed does not represent segment post the acquisition of the consumer business in Imperial’s exit from the healthcare industry in South Africa but West Africa (Ghana) also contributed to the margin decline. merely the exit from non-core wholesale activities. Results benefitted from significant new contract revenue of approximately R2,2 billion on a rolling 12-month basis to the Imperial gained a material consumer contract, effective end of December 2020. The contract renewal rate on existing 1 January 2021, to distribute P&G products in Nigeria through contracts remains strong at c.98%, with a strong pipeline of Imperial’s JV with the Chanrai Summit Group. Utilising its new opportunities. Operating profit and margins recovered requisite trading, retail and distribution acumen, the JV is now significantly when compared to H2 F2020. the single national distributor ensuring fast and reliable distribution and service of P&G’s consumer products across Our strong position as a leading healthcare market access Nigeria. This allows Imperial to establish and expand its player in sub-Saharan Africa stood us in good stead, consumer footprint in this significant and important African particularly during the pandemic. The Healthcare segment market and to leverage its formidable distribution network benefitted positively from the Namibian healthcare business across the continent. (Geka Pharma), and good growth from the healthcare business in East Africa (Surgipharm) and Simplified Solutions in Healthcare (Multi Market Aggregation model) which added five new contracts. The healthcare business in West Africa benefitted from market share gains in Ghana while the business in Nigeria continues to contribute significantly despite operating margin pressure due to a change in revenue mix, normalisation of margins on our imported product portfolio and the impact of COVID-19. We have in excess of c.80 days’ paid-up stock in Nigeria, which positions us well to deal with the currency risks in the country. Our healthcare medical supplies and kitting business (Imres) continues to benefit from a strong order book. However, volumes and margins were negatively impacted by higher freight rates and constraints on the supply and delivery of products resulting from COVID-19. The Consumer segment contributed strongly to results mainly due to the inclusion of the consumer business in West Africa that was acquired in January 2020, which continues to perform better than expectations, as well as adding new contracts. Constraints on alcohol trading impacted some of our businesses. Lower activity was recorded in our consumer business in Mozambique, with margins under pressure. The consumer business in Namibia performed well and in line with expectations. Our newly formed Market Access Consumer business in South Africa is contributing positively. Axis Group was severely impacted by large procurement projects being delayed due to COVID-19 but the pipeline for new business is encouraging. Excellent net working capital management resulted in an increase of only 7% in working capital to R1,8 billion during the six months from June 2020 in comparison to revenue that has grown by 35% from the period ending December 2019 to the period ending December 2020. Imperial Logistics Limited Unaudited results for the six months ended 31 December 2020 7
Divisional performance continued Logistics Africa Logistics Africa encompasses logistics activities throughout the African continent, ie road freight, contract logistics and LLP in Africa. Logistics will continue to play an integral role in achieving our ‘Gateway to Africa’ and ‘One Imperial’ strategy — leveraging and expanding freight, contract logistics and supply chain support, and leveraging cross-selling and upselling opportunities with our market access business. Operating context Prevailing weak economic conditions, high unemployment The adjusted level 3 lockdown restrictions that were reinstated and low activity levels were exacerbated by the extended in December 2020 in South Africa significantly impacted impact of COVID-19 lockdown restrictions that continue to alcohol and fuel volumes, as well as the tourism industry. impact volumes and margins across many of our industries. With the ban on alcohol sales now lifted, close to 100% of this During the period under review, we invested in additional business is currently in operation. We anticipate normal capacity for consumer goods (FMCG) and healthcare clients trading to return in the short to medium term subject to there as the pandemic drove heightened demand and consumption being no further lockdown restrictions. of related products. Operating performance (continuing operations) Logistics Africa segment results % % HY1 HY1 change on HY2 change on F2021 F2020 HY1 F2020 HY2 Revenue (Rm) 8 077 8 261 (2) 7 306 11 EBITDA (Rm) 982 1 058 (7) 653 50 Operating profit (Rm) 473 627 (25) 130 >100 Operating margin (%) 5,9 7,6 1,8 Return on invested capital (%) 6,4 11,8 Weighted average cost of capital (%) 7,9 8,9 Net debt (Rm) 4 136 4 358 (5) IFRS 16 lease obligations included above 1 638 1 656 (1) Net debt excluding IFRS16 lease obligations 2 498 2 702 (8) Net working capital 11 550 (98) Note: Continuing operations (CPG was classified as discontinued operations in the prior period). 8 Imperial Logistics Limited Unaudited results for the six months ended 31 December 2020
Logistics Africa segment results continued HY1 HY2 % % F2021 F2020 change 2020 change Freight Revenue (Rm) 5 752 5 310 8 4 595 25 EBITDA (Rm) 710 712 456 56 Operating profit (Rm) 358 464 (23) 157 >100% Operating margin (%) 6,2 8,7 3,4 Contract Logistics Revenue (Rm) 2 325 2 951 (21) 2 711 (14) EBITDA (Rm) 272 346 (21) 197 38 Operating profit (Rm) 115 163 (29) (27) >100% Operating margin (%) 4,9 5,5 (1,0) Note: Continuing operations (CPG was classified as discontinued operations in the prior period). In a difficult, low-growth and increasingly competitive trading environment. As a result, operating margins for Logisitics environment — exacerbated by the impacts of COVID-19 — Africa decreased to 5,9% from H1 F2020, also impacted by a Logistics Africa’s revenue and operating profit declined by 2% competitive market and rate pressure on contract renewals. and 25% respectively. Results were hampered by lower However, operating profit and margins recovered significantly volumes due to the impact of extended COVID-19 lockdown when compared to H2 F2020 as lockdown restrictions restrictions, excessive border times and two phases of bans on continue to ease and sectors recover. alcohol and tobacco sales in South Africa during the period, the second of which was only lifted on 1 February 2021. This Logisitics Africa will also benefit from further cost reductions of was partially offset by higher throughput in the healthcare c.R200 million (annualised) which will maintain our competitive businesses in South Africa and Kenya, and increased volumes positioning in a shrinking and competitive market. in the food, chemicals and dedicated contracts road freight businesses. Results were further supported by new contract Net capex from continuing operations (excluding IFRS 16) of revenue of approximately R1,9 billion on a rolling 12-month R51 million was incurred during the period mainly due to basis to the end of December 2020. The contract renewal rate investment in additional capacity for new contract gains. The on existing contracts is c.70%, with an encouraging pipeline of results from implementing more effective and efficient fleet new opportunities. management technology and disciplines across Logistics Africa contributed to the year-on-year decline in capex. The lockdown restrictions resulted in a decline in volumes across most sectors — particularly in alcohol, tobacco and fuel. ROIC declined from 11,8% to 6,4% and is below our hurdle The healthcare businesses in South Africa also negatively rate of WACC +3% due to lower profitability in H2 2020 over a impacted results due to lower margins in a competitive COVID-19-impacted rolling 12 months. Imperial Logistics Limited Unaudited results for the six months ended 31 December 2020 9
Divisional performance continued Logistics International Logistics International encompasses road freight, air and ocean, contract logistics and LLP activities outside of Africa — most notably our contract logistics and freight businesses in Europe and the United Kingdom. Operating context The rising COVID-19 infection rates across Europe in recent The chemicals industry is performing in line with expectations. months and the subsequent return to lockdown restrictions in Palletways in the United Kingdom showed volume growth on a number of European countries and the UK impacted the the back of higher demand due to increased home deliveries financial performance of this division. Currently all businesses and demand for smaller more frequent deliveries by the are operational and performance is improving as the recovery market. Slower imports into the UK have affected Palletways, in China began to positively impact European export markets. with more clarity expected when the new Brexit regulations Automotive production ramped up as car sales volumes have been fully implemented. The restrictions on UK car recovered, albeit not to pre-COVID-19 levels. While the initial exports to Europe will also impact the international business. signs of recovery are positive, the passenger car market has been slowing in Europe since September 2020, with The low water levels in Paraguay negatively impacted the consumers trading down from luxury vehicle brands. shipping business in South America, which is part of continuing operations, but classified as ‘held for sale’. Operating performance (continuing operations) Logistics International results % % HY1 HY1 change on HY2 change on F2021 F2020 HY1 F2020 HY2 Revenue (Rm) 10 705 8 755 22 9 300 15 EBITDA (Rm) 1 079 952 13 507 >100 Operating profit (Rm) 356 347 3 (359) >100 Operating margin (%) 3,3 4,0 (3,9) Return on invested capital (%) 0,2 4,9 Weighted average cost of capital (%) 5,7 5,7 Net debt (Rm) 4 698 4 137 14 IFRS 16 lease obligations included above (Rm) 3 213 2 524 27 Net debt excluding IFRS16 lease obligations (Rm) 1 485 1 613 (8) Net working capital (Rm) (630) 458 100 Operating profit (Rm) 234 269 (13) (340) >100 Operating margin (%) 3,6 5,6 (6,5) Contract Logistics Revenue (Rm) 4 279 3 946 8 4 077 5 EBITDA (Rm) 564 432 31 441 28 Operating profit (Rm) 122 78 56 (19) >100 Operating margin (%) 2,9 2,0 (0,5) Note: Continuing operations excluding businesses held for sale. 10 Imperial Logistics Limited Unaudited results for the six months ended 31 December 2020
Logistics International results continued % % HY1 HY1 change on HY2 change on F2021 F2020 HY1 F2020 HY2 Revenue (€m) 554 548 1 502 10 EBITDA (€m) 57 59 (3) 29 97 Operating profit (€m) 18 22 (18) (19) >100 Operating margin (%) 3,2 4,0 (3,8) Return on invested capital (%) 0,2 4,9 Weighted average cost of capital (%) 5,7 5,7 Net debt (€m) 261 264 (1) IFRS 16 lease obligations included above (€m) 179 161 11 Net debt excluding IFRS16 lease obligations (€m) 82 103 (20) Net working capital (€m) (35) 29 100 Operating profit (€m) 12 17 (29) (18) >100 Operating margin (%) 3,6 5,6 (6,4) Contract Logistics Revenue (€m) 222 242 (8) 220 1 EBITDA (€m) 30 27 11 25 20 Operating profit (€m) 6 5 20 (1) >100 Operating margin (%) 2,7 2,1 (0,5) Note: Continuing operations excluding businesses held for sale. The performance of Logistics International improved who had to be replaced with temporary labour. These significantly in the first six months of F2021 compared to additional costs contributed to the operating margin H2 F2020 as many of our industries of operations are staging decreasing from 4% to 3,3% (in Rand). New business revenue a recovery. When compared to H1 F2020, revenue increased of c.R2,0 billion (Euros 114 million) was secured on a rolling by 1% and operating profit declined by 18% in Euros. In Rand 12-month basis to the end of December 2020. The contract terms, revenue from Logistics International rose 22% and renewal rate on existing contracts remains strong at c.85%, operating profit increased by 3% resulting from a significantly with an encouraging pipeline of new opportunities despite weaker Rand versus Euro exchange rate during the period. the impact of the pandemic. The average exchange rate in H1 F2021 was R19,19/Euro versus R16,29/Euro in the first half of F2020. The South American shipping business continues to operate on a standalone basis and is reported as ‘held for sale’. During The improved performance compared to H2 F2020 was the period, it was significantly impacted by record low water mainly due to a recovery in vehicle sales in the automotive levels which impacted both volumes and margins. More industry and strong volume growth in our express palletised details are included in the Disposals section of this report. distribution business (Palletways). Volumes in our chemicals- related businesses were less impacted by COVID-19 and further Net capex from continuing operations (excluding IFRS 16) of supported by new contract gains. R108 million was incurred during the year mainly for replacement of transport fleet. Results were partially offset by reduced volumes in the industrial businesses and additional COVID-19 related costs ROIC declined to 0,2% and is lower than WACC due to losses due to an increase in sick leave by our permanent employees in H2 2020 over a COVID-19-impacted rolling 12 months. Imperial Logistics Limited Unaudited results for the six months ended 31 December 2020 11
Group financial performance Summarised consolidated statement of profit or loss for the period ended 31 December 2020 December December R million % change 2020 2019~ CONTINUING OPERATIONS Revenue 15 26,360 22,955 Net operating expenses (23,809) (20,361) Profit from operations before depreciation and recoupments 2,551 2,594 Depreciation, amortisation, impairments and recoupments (1,350) (1,131) Operating profit (18) 1,201 1,463 Recoupments net of impairment to properties 10 15 Amortisation and impairment of intangible assets arising on business combinations (195) (174) Foreign exchange gains 263 18 Profit before net finance costs (3) 1,279 1,322 Net finance cost 27 (395) (312) Profit before share of results of associates and joint ventures 884 1,010 Share of results of associates and joint ventures 8 4 Profit before other non-operating items (12) 892 1,014 Other non-operating items (435) (32) Profit before tax 457 982 Income tax expense (158) (316) Profit for the period from continuing operations (55) 299 666 DISCONTINUED OPERATIONS 582 (166) Net loss from Consumer Packaged Goods (CPG) (283) Net profit from the European shipping business 582 117 Net profit for the period 881 500 Net profit (loss) attributable to: Owners of Imperial 814 423 — Continuing operations 232 590 — Discontinued operations 582 (167) Non-controlling interests 67 77 — Continuing operations 67 76 — Discontinued operations 1 ~ Represented for the classification of the European shipping business as a discontinued operation. Operating profit from continuing operations decreased by 18%, negatively impacted by COVID-19, increased depreciation due to the weaker Rand/Euro exchange rate, associated once-off costs, and investment in people, structure, processes and systems to support future growth and efficiencies. The R122 million decrease in profit before other non-operating items to R892 million is mainly attributed to: > the decrease in operating profit; > the increase in net finance costs due to the inclusion of CPG’s finance costs in the current period, which was reflected under discontinued operations in the prior period; > the increase in amortisation of intangibles arising on business combinations as a result of businesses acquired during F2020 and the weaker Rand exchange rate; > offset partially by a foreign exchange gain of R364 million due to reduction in capital in foreign subsidiaries (offset by foreign exchange losses in the African operations of both Market Access and Logistics Africa that arose due to the significant devaluation of most of the functional currencies against the Rand). Other non-operating items comprised mainly of assets of the South American shipping operation that has been classified as a disposal group. Significant contributors to the higher effective tax rate are the non-taxable items included in other non-operating items. The gain from discontinued operations includes the profit arising on disposal of the European shipping business of R573 million. Non-controlling interests’ share of income decreased due to a weaker performance in some businesses with minority shareholders. 12 Imperial Logistics Limited Unaudited results for the six months ended 31 December 2020
Core EPS Core EPS is a measurement of pure trading performance and is calculated as headline earnings less amortisation of intangible assets arising from business combinations, acquisition cost, re-measurement of put option and contingent consideration liabilities. As a reminder, we have re-introduced core EPS as management believes it is a more accurate reflection of Imperial’s trading performance. Please see full reconciliation for earnings per share below. Earnings, headline earnings and core earnings per share December December R million % change 2020 2019~ Headline earnings reconciliation Earnings 814 423 — Continuing operations (61) 232 590 — Discontinued operations 582 (167) Recoupment from the disposal of property, plant and equipment (IAS 16) (31) (41) Loss on disposal of intangible assets (IAS 38) 3 Impairment of goodwill (IAS 36) 11 6 Impairment reversal of investment in associates and joint ventures (IAS 28) (2) Loss on disposal of subsidiaries, associates and businesses (IFRS 10 and IAS 28) 54 20 Impairment of businesses held-for-sale 415 Foreign exchange gain reclassified to profit or loss (IAS 21) (364) Tax effects of remeasurements 8 10 Non-controlling interests’ share of remeasurements 13 7 Net headline earning adjustments for discontinued operations (573) (69) Headline earnings (4) 345 359 — Continuing operations (44) 336 595 — Discontinued operations 9 (236) Headline earnings per share (cents) Continuing operations — Basic (43) 180 315 — Diluted (43) 173 305 Discontinued operations — Basic 5 (125) — Diluted 5 (121) Total operations — Basic 185 190 — Diluted 178 184 Core earnings reconciliation — continuing operations only Headline earnings 336 595 Amortisation of intangible assets arising on business combinations 195 174 Remeasurement of put option liabilities (39) Remeasurement of contingent consideration liabilities (7) Business acquisition costs 16 14 Tax effects of remeasurements (44) (41) Non-controlling interests’ share of remeasurements (19) (15) Core earnings 438 727 Core earnings per share — Basic (39) 235 384 — Diluted 226 372 ~ Represented for the classification of the European shipping business as a discontinued operation. Imperial Logistics Limited Unaudited results for the six months ended 31 December 2020 13
Group financial performance continued Financial position December June R million % change 2020 2020 Goodwill and intangible assets (11) 6 322 7 084 Investment in associates and joint ventures 31 259 198 Property, plant and equipment (10) 3 004 3 326 Transport fleet (36) 3 308 5 186 Right-of-use-assets (16) 4 576 5 422 Investments and other financial assets 69 458 271 Net working capital* 85 1 006 544 Net assets of disposal groups and discontinued operations (56) 1 219 2 781 Retirement benefit obligations (9) (1 012) (1 109) Net debt excluding lease obligations* (34) (5 509) (8 391) Lease obligations (15) (5 185) (6 080) Other financial liabilities (24) (1 073) (1 415) Net income tax (liabilities) assets* 10 499 455 Total shareholders’ equity 7 872 8 272 Total assets (24) 32 498 42 526 Total liabilities (28) (24 626) (34 254) Net debt:equity % (excluding lease obligations) 70,0 101,4 Net debt:equity % (including lease obligations) 135,8 174,9 * Refer to glossary of terms on page 39. The significant variances on the financial position at 31 December 2020 when compared to 30 June 2020 are explained as follows: > The decrease in goodwill and intangible assets is attributed to currency movements and amortisation of intangible assets arising on business combinations, offset partially by additions to intangible assets. > The increase in investment in associates arose due to the acquisition of a 49% shareholding in Pharmafrique Proprietary Limited (trading as Kiara Health) for approximately R76 million. > The decrease in property, plant and equipment is attributed to currency movements and to depreciation exceeding net capex. > The decrease in right-of-use assets is due to depreciation exceeding the recognition of new leases, reclassifications and terminations and currency movements. > The increase in investments and other financial assets is due to a reclassification of an inter-company loan with Pharmed on its disposal. > The increase in net working capital is attributed to the growth in the business, primarily in Market Access. > The decrease in net assets of disposal groups and discontinued operations is due to the European shipping business and Pharmed that were disposed of during the period which resulted in a decrease in this balance. This decrease was offset by the South American shipping operation that was classified as a disposal group at 31 December 2020. > The decrease in the retirement benefit obligations balance is due to currency movements. > The movement in net debt excluding lease obligations is explained in the cash flow summary that follows. > Lease obligations decreased as lease payments during the period exceeded new leases recognised coupled with lower translated foreign leases. > The decrease in other financial liabilities is due to currency adjustments, the settlement of put options as a result of the minority buy-outs in Eco Health, re-measurement of the put option and contingent consideration liabilities, as well as the settlement of loans during the period. The balance sheet movement in net debt, excluding lease obligations of R2 882 million, includes currency movements and other non-cash movements of R225 million that are excluded from the cash flow movement of R2 657 million. 14 Imperial Logistics Limited Unaudited results for the six months ended 31 December 2020
Cash flow summary to 31 December 2020 including discontinued operations in both periods December December R million 2020 2019 Cash flows from operating activities Cash generated by operations before movements in net working capital 2 587 2 682 Movements in net working capital (1 009) (1 094) Cash generated by operations before interest and taxes paid 1 578 1 588 Net interest paid (379) (422) Tax paid (304) (261) Cash generated by operations 895 905 Cash flows from investing activities Net disposal (acquisition) of subsidiaries and businesses 3 390 (75) Expansion capital expenditure (238) (483) Net replacement capital expenditure (63) (332) Net movement in other associates and joint ventures (69) 39 Net movement in investments, loans and non-current financial instruments (74) 14 Cash utilised in investing activities 2 946 (837) Cash flows from financing activities Settlement of interest-rate-swap instruments (10) Repurchase of ordinary shares (101) (225) Dividends paid (52) (282) Cash paid on change in non-controlling interests (118) (80) Payments of lease obligations (913) (1 138) Cash utilised in financing activities (1 184) (1 735) Movement in net debt excluding lease obligations 2 657 (1 667) Free cash flow* (81) (565) * Refer to glossary of terms on page 39. The following are the significant cash flow items: > Cash generated by operations before movements in net working capital of R2 587 million decreased by R95 million due to the decrease in operating profit. > The increase in working capital arose from the growth in the overall business. Average working capital as a percentage of revenue is at 4% at 31 December 2020 and considered to be within an acceptable range. > Interest of R379 million and tax of R304 million were paid during the period. > The cash inflow arising from the net disposal (acquisition) of subsidiaries includes R3 440 million that was received on the disposal of the European shipping business. > Net capex decreased to R301 million due to optimal capex management during COVID-19 and more effective fleet management in Logistics Africa. > The cash outflow arising from movements in other associates and joint ventures arose due to the acquisition of a 49% shareholding in Pharmafrique Proprietary Limited (trading as Kiara Health) for approximately R76 million. > Dividends amounting to R52 million were paid to non-controlling shareholders during the period. > Other significant cash outflow items included lease liability payments of R913 million, share buybacks of R101 million and cash paid on change to non-controlling interests of R118 million. > Free cash outflow (post maintenance capex, payments of lease obligations and including discontinued operations) was R81 million which improved from an outflow of R565 million in the prior period. Free cash flow (post maintenance capex, payments of lease obligations excluding discontinued operations and CPG) increased to an inflow of R671 million in the period ending December 2021 from an outflow of R54 million in the period ending December 2020. This resulted in a continuing free cash flow to continuing headline earnings ratio of 0,93 times and a continuing free cash conversion ratio of 90%, which improved significantly from 76% in H1 F2020. Imperial Logistics Limited Unaudited results for the six months ended 31 December 2020 15
Group financial performance continued Movement in total equity for the six months to 31 December 2020 Total equity of R7 872 million decreased by R400 million from R8 272 million previously reported on 30 June 2020. Decrease in equity for the period to December 2020 Rm Comprehensive loss (210) Net profit attributable to Imperial shareholders 814 Net profit attributable to non-controlling interests 67 Decrease in the foreign currency translation reserve (1 115) Increase in the hedge accounting reserve 24 Movement in share based reserve net of transfers to retained earnings 80 Repurchase of Imperial Logistics shares (101) Non-controlling interest disposed off, net of acquisitions and shares issued (47) Net decrease in non-controlling interests through buy-out (70) Non-controlling share of dividends (52) Total decrease (400) Liquidity The group’s liquidity position remains strong with R13,7 billion of unutilised banking facilities. A total of 71% of the group debt (including lease obligations) is long term in nature and 65% of the debt (including lease obligations) is at fixed rates. Dividend After considering the strong cash flow generation and balance sheet of the business, and the steady recovery in operations since H2 F2020, an interim cash dividend of 83 cents per ordinary share was declared by the board and will be paid to shareholders in March 2021 (H1 F2020: 167 cps). The dividend payout ratio will be assessed at each reporting period, subject to prevailing circumstances. 16 Imperial Logistics Limited Unaudited results for the six months ended 31 December 2020
Strategy Strategic positioning and progress Capital allocation will be prioritised for those areas that most Over the past 18 months, we have laid the foundation of amplify our primary strategic positioning and focus — being our new strategy and are making significant strides in Africa, and focusing on five key industries — healthcare, transforming Imperial from a portfolio of regional businesses consumer, chemicals, automotive, and industrial and to an integrated, end-to-end market access and logistics commodities. Over the past 10 years, Imperial’s investment in business focusing on Africa. It is our strategic intent to become Africa, outside South Africa, was focused primarily on building a ‘One Imperial’ business and serve as the ‘Gateway to Africa’ its market access capability in the defensive and fast-growing to our clients, principals and customers — transforming from an healthcare and consumer industries. During this time, Imperial asset-heavy, 3PL logistics player to an innovative, asset-right has developed strong expertise, networks, and knowledge of business. The strategic decisions and actions we continue to operating successfully in some of the fastest growing and take are aligned with this ambition. challenging markets in Africa. Serving as an integrated logistics and market access provider will require us to invest in logistics Accordingly, in H1 F2021 we invested c.R100 million on businesses outside South Africa too, particularly those that will appropriate and effective systems, processes, resources and give us access to freight capabilities, including in other key structures and will continue to invest significantly over the next growth industries, to facilitate trade flows into, out of three to five years to ensure successful execution of all our key and across key African trade lanes. We are therefore actively strategic imperatives. This will position the business for exploring potential growth opportunities in both sustainable growth, and improve efficiencies and costs over Market Access and Logistics Africa on the continent (outside the medium term. The COVID-19 crisis has further amplified South Africa). the need to position Imperial for growth, efficiency and longevity well beyond the pandemic. In addition, we have thoroughly assessed the strategic fit of our international portfolio. We have concluded that Logistics As Imperial continues on this growth journey, IT, digital and International is non-core to our ‘Gateway to Africa’ strategy data will be positioned at the heart of the business. Significant and we have therefore decided to explore an appropriate exit progress was recorded in strategic digital and IT initiatives, plan for this business. The exit plan will relate to the remaining including digital fleet management, enabling our road freight assets in the International portfolio, being contract logistics business, and progress with partnerships to enable digital and freight, including Palletways. Given the current macro- distributorships in our Market Access business. In addition, the economic uncertainty, this may take time to progress as the Imperial Venture Fund managed in partnership with Newtown objective is to maximise value for shareholders through this Partners continues to exhibit good progress with strategically process. valuable investments being made into disruptive logistics, supply chain and pharmaceutical supply chain start-ups, with a How our strategy addresses our challenges time-to-value of five to 10 years. The fund now has five actively During the past six months, despite the challenges that managed portfolios. More detail is included in the strategy COVID-19 placed on our day-to-day operations, we continued table and in the ‘Acquisitions and partnerships’ section. to make progress on the following: > strengthened our positioning as the ‘Gateway to Africa’; We are also focused on developing and retaining top talent, > simplified and reduced complexity through our ‘One integrating ESG practices and preparing our business for a Imperial’ initiatives; post-pandemic world. This is to ensure that Imperial will be a > assessed, addressed and exited non-core, low return on resilient, sustainable business that demonstrates its purpose effort and underperforming businesses; through its actions and initiatives, as well as by focusing on > significantly reduced costs; people, profit and the planet. During the period under review, > added new contracts; we invested in and finalised an appropriate organisational > concluded strategic acquisitions; structure and human capital IT system that will enable the > achieved good progress in digital and IT capabilities; business to operate and succeed as ‘One Imperial’. > defined our path as a transformational organisation rather than a transactional one; and Achieving our strategic ambitions will also require us to make > placed significant focus on our people and organisational significant capital investments in digital and data initiatives, design, digital and data and ESG as core enablers of our technology and strategic acquisitions over the next five years. strategy. Imperial Logistics Limited Unaudited results for the six months ended 31 December 2020 17
Strategy continued Strategic progress CHALLENGE STRATEGIC RESPONSE PROGRESS MADE Achieving sustainable > Replace disposals with strategically aligned > Contract renewal rate is c.80%, with growth with focused acquisitions encouraging pipeline capital allocation > Solid organic and acquisitive growth > New business revenue of c.R6,2 billion per targeted to F2025 annum secured in December 2020 > All acquisitions assessed on following > Material contract with P&G secured in the criteria: consumer industry in Nigeria — achieving strategic objective of ‘Gateway > Five new clients onboarded onto our to Africa’ Simplified Solutions in healthcare offering — strong organic growth in Market Access — achieve required returns (WACC plus 3%) > Actively exploring potential growth — how Imperial adds value and leverages opportunities in both Logistics and Market synergies opportunities Access on the continent (outside South > Integration, efficiency, cross-selling and Africa) upselling opportunities across Market > Concluded acquisitions of c.R120 million Access and Logistics > Capital allocated to group-wide systems, digital and data initiatives, processes and people which are critical to achieving efficiencies and improving margins as part of our ‘One Imperial’ strategy Asset intensity Transforming Imperial from an asset heavy > Asset-turn ratio improved from 64% in 3PL logistics player to an innovative asset-right H1 F2020 to 81% in H1 F2021 business using data and technology as a > Reduced costs of c.R200 million (annualised) differentiator, and achieved through: in Logistics Africa > Investment in digital and data initiatives > Project Blue Fleet is in progress, with the > Asset-right acquisitions renegotiation of supply agreements for our > Transforming contract logistics and road largest cost items in Logistics Africa (fuel, freight by leveraging our scale and asset vehicle and tyres) underway. The full cost and base using technology efficiency benefits will be realised over the > Improve efficiency, reduce costs and next 12 months optimise investment in assets, thereby > Consolidated road freight businesses in reducing our asset intensity Logistics Africa > Reduced total capex by R514 million compared to H1 F2020 > Partnership with Lori Systems to expand ability to offer spot-based sub-contracted road freight through the digital freight exchange 18 Imperial Logistics Limited Unaudited results for the six months ended 31 December 2020
Strategic progress continued CHALLENGE STRATEGIC RESPONSE PROGRESS MADE Simplifying the business > Transforming into an integrated logistics > Organised and now operating Imperial from a complex, business, offering an end-to-end service based on the two solutions offered - market regional portfolio into > Providing simplicity, flexibility and access and logistics – and less so on regions an integrated market visibility to our clients > Our core functions being people and access and logistics > New organisational structure focused on culture, digital and IT, corporate affairs and business two solutions (market access and investor relations and group finance logistics) transitioned to a ‘centre -led’ model > Regional structure will be secondary Commoditised > Exiting non-core, underperforming, low > Progress with digital fleet management, businesses return on effort and investment enabling our Road Freight business businesses > Progress with partnerships to enable digital > Investing in new-age businesses distributorships in our Market Access > Focusing on data and technology — business remaining relevant > Exited Pharmed > Sold European shipping > Progressing sale of South American shipping > Identified remaining international portfolio as non-core and exploring appropriate exit plan Investment in digital, > Moving away from asset-heavy, traditional The Imperial Innovation Fund now has five data and innovation ‘walls and wheels’ logistics, to forward- actively managed portfolio companies: thinking and innovative solutions > Field Intelligence, a digital pharmaceutical > Proactive ongoing investment in digital distributor operating in Nigeria and Kenya and data initiatives is top of mind and > Shypple, a digital freight forwarder core to our strategy operating between Asia and Europe > Capital will be allocated to: > RedBird, a provider of rapid diagnostic — an innovation fund with significant tests to pharmacies in Ghana activity and opportunities identified > Lori, a digital road freight exchange — executing digital and data initiatives to operating in East and West Africa that has facilitate transformational shift also partnered with Imperial to launch in SADC during 2021 > An investment in a cross-border digital logistics service provider serving e-commerce merchants in MENA Parcel Ninja acquisition will provide specialised warehousing and distribution management in e-commerce, direct to consumers and to informal markets Progress made on a business performance insights platform (including establishing a comprehensive data lake, developing a consistent reporting platform and applying advanced data science) Imperial Logistics Limited Unaudited results for the six months ended 31 December 2020 19
Strategy continued Strategic progress continued CHALLENGE STRATEGIC RESPONSE PROGRESS MADE Moving from > Transitioning the brand positioning to > Organisational structures to enable ‘One decentralised to ‘One Imperial’ through brand migration Imperial’ strategy finalised operating as ‘One and architecture process > Introduced and rolling-out a consistent Imperial’ — leveraging > Aligning processes and organisational ‘One Imperial’ people model and the design to ‘One Imperial’ — roll-out of a associated ways of work for all our people synergies, expertise, single finance, IT and communications practices clients etc. > Progressing plans to introduce a centre-led systems > Client value proposition centred on training initiative regarding digitisation, selling as ‘One Imperial’ and leveraging and driver and controller management cross-selling and upselling opportunities > Various communication initiatives to > People proposition is centred around promote ‘One Imperial’ collaboration and being part of a ‘One > Roll-out of ‘One Imperial’ brand across Imperial’ business businesses is in progress > Investing in talent pipeline and leveraging > In the foundation phase of the ‘One Imperial’ skills/expertise across the group Finance project to standardise finance systems and finance shared services centre build > Established a co-creation lab for increased collaboration with key principals and clients, to facilitate selling as ‘One Imperial’ > Implementing SAP Success Factors as the single human resources information system and transaction platform > c.R100 million invested in ‘One Imperial’ initiatives in H1 F2021 Creating shared and > Shifting to a purpose-driven organisation > R11,6 million invested in communities sustainable value — pillar of our strategy through strategic CSI initiatives across focusing on ESG > Includes investing in and integrating regions focusing on healthcare, education, environmental, social and governance safety and skills development imperatives into daily business activities > Continue integrating ESG imperatives into strategy and business practices > Advancing ESG rating and reporting standards — favourable ratings from key global ratings agencies 20 Imperial Logistics Limited Unaudited results for the six months ended 31 December 2020
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